PRELIMINARY COPY
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
DREYFUS STOCK INDEX FUND
PEOPLES INDEX FUND, INC.
PEOPLES S&P MIDCAP INDEX FUND, INC.
Notice of Special Meetings of Stockholders
To the Stockholders:
Special Meetings of Stockholders of each of Dreyfus
Edison Electric Index Fund, Inc., Dreyfus Stock Index Fund,
Peoples Index Fund, Inc. and Peoples S&P MidCap Index Fund, Inc.
(each, a "Fund" and, collectively, the "Funds") will be held at
the offices of The Dreyfus Corporation, 200 Park Avenue, 7th
Floor West, New York, New York, on Friday, November 3, 1995 at
10:00 a.m., for the following purposes:
1. a. To approve a new Management Agreement between
the Fund and The Dreyfus Corporation.
b. To approve a new Index Management Agreement
between The Dreyfus Corporation and Mellon Equity
Associates.
2. To transact such other business as may properly
come before the meeting, or any adjournment or adjournments
thereof.
Stockholders of record at the close of business on
September 8, 1995 will be entitled to receive notice of and to
vote at the meeting.
By Order of the Board
John E. Pelletier
Secretary
New York, New York
September 1, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT,
BUT IT IS VITAL. BY LAW, THE MEETING OF STOCKHOLDERS
OF EACH FUND WILL HAVE TO BE ADJOURNED WITHOUT
CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD
CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE
A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO
ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS
SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
PRELIMINARY COPY
DREYFUS EDISON ELECTRIC INDEX FUND, INC.
DREYFUS STOCK INDEX FUND
PEOPLES INDEX FUND, INC.
PEOPLES S&P MIDCAP INDEX FUND, INC.
COMBINED PROXY STATEMENT
Special Meeting of Stockholders
to be held on Friday, November 3, 1995
This proxy statement is furnished in connection with a
solicitation of proxies by the Board of each of Dreyfus Edison
Electric Index Fund, Inc. ("Edison Electric Index Fund"),
Dreyfus Stock Index Fund ("Stock Index Fund"), Peoples Index
Fund, Inc.
("Peoples Index Fund") and Peoples S&P MidCap Index Fund, Inc.
("Peoples MidCap Index Fund") (each, a "Fund" and collectively,
the "Funds") to be used at the Special Meeting of Stockholders
of each Fund to be held on Friday, November 3, 1995 at 10:00
a.m., at the offices of The Dreyfus Corporation, 200 Park
Avenue, 7th Floor West, New York, New York, for the purposes set
forth in the
accompanying Notice of Special Meetings of Stockholders.
Stockholders of record at the close of business on September 8,
1995 are entitled to be present and to vote at the meeting.
Stockholders are entitled to one vote for each Fund share held
and fractional votes for each fractional Fund share held.
Stockholders can vote only on matters affecting the Fund(s) of
which they are stockholders. Shares represented by executed and
unrevoked proxies will be voted in accordance with the
specifications made thereon. If any enclosed form of proxy is
executed and returned, it nevertheless may be revoked by another
proxy or by letter or telegram directed to the relevant Fund,
which must indicate the stockholder's name and account number.
To be effective, such revocation must be received prior to the
relevant Fund's meeting. In addition, any stockholder who
attends a meeting in person may vote by ballot at the relevant
Fund meeting, thereby canceling any proxy previously given. See
"Voting Information."
As of August 15, 1995, the Funds had outstanding the
following number of shares:
Fund Number of Shares Outstanding
Dreyfus Edison Electric Index Fund, Inc. __________
Dreyfus Stock Index Fund __________
Peoples Index Fund, Inc. __________
Peoples S&P MidCap Index Fund, Inc. __________
It is estimated that proxy materials will be mailed to
stockholders of record on or about September 11, 1995. The
principal executive offices of each Fund are located at 200 Park
Avenue, New York, New York 10166. Copies of each Fund's most
recent Annual and Semi-Annual Reports are available upon
request, without charge, by writing to the Fund at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling
toll-free 1-800-645-6561.
Stockholders of each Fund will vote as a single class
and will vote separately on each proposal on which stockholders
of that Fund are entitled to vote. If a proposal is approved by
stockholders of one Fund and disapproved by stockholders of any
other Fund, the proposal will be implemented only for the Fund
that approved the proposal. Therefore, it is essential that
stockholders who own shares in more than one Fund complete,
date, sign and return each proxy card they receive.
PROPOSALS a. CONSIDERATION OF A NEW MANAGEMENT
AGREEMENT BETWEEN THE FUND AND THE
DREYFUS CORPORATION.
b. CONSIDERATION OF A NEW INDEX MANAGEMENT
AGREEMENT BETWEEN THE DREYFUS
CORPORATION AND MELLON EQUITY
ASSOCIATES.
Introduction
In August 1994, The Dreyfus Corporation ("Dreyfus"),
each Fund's administrator and sponsor, merged with a subsidiary
of Mellon Bank, N.A. ("Mellon Bank"). As a result of such
merger, Dreyfus has direct access to a comprehensive range of
financial products and services provided by Mellon Bank
Corporation ("Mellon") and its subsidiaries. Among these
services are index management services of the type currently
being provided to the Funds by entities unaffiliated with
Dreyfus. Previously, Dreyfus did not have the ability to
provide these services either directly or through affiliates.
After considering the nature of the services currently
provided the Funds by their existing index managers and by
Dreyfus as administrator and those proposed to be provided by
Dreyfus and its affiliates, as well as the costs to the Funds of
such services, each Fund's Board determined to recommend the
adoption of the Proposals set forth below. If the Proposals are
adopted, (i) Dreyfus will serve as each Fund's manager, (ii)
Mellon Equity Associates, an affiliate of Dreyfus, will serve as
each Fund's index manager, and (iii) Boston Safe Deposit and
Trust Company ("Boston Safe"), an affiliate of Dreyfus, will
serve as each Fund's custodian. These services will be provided
at a lower contractual rate than the rate to which the Funds
currently are subject.
In addition, Peoples Index Fund and Peoples MidCap
Index Fund intend to operate under the respective names Dreyfus
S&P 500 Index Fund and Dreyfus MidCap Index Fund to more closely
identify them with the funds in the Dreyfus Family of Funds.
At a meeting held on August 9, 1995, each Fund's Board
of Directors, including a majority of the Directors who are not
"interested persons" (as defined in the Investment Company Act
of
1940, as amended (the "Act")) of the Fund (i) approved the entry
by the Fund into a new Management Agreement (the "New Management
Agreement") with Dreyfus, (ii) approved the entry by Dreyfus
into
a new Index Management Agreement (the "New Index Management
Agreement") with Mellon Equity Associates, (iii) approved the
entry by the Fund into a new Custody Agreement (the "New Custody
Agreement") with Boston Safe, and (iv) directed that the New
Management Agreement and the New Index Management Agreement be
submitted to Fund stockholders at this meeting. On the same
day, Dreyfus agreed to terminate its existing Administration
Agreement (the "Existing Administration Agreement") with each
Fund, each Fund's Existing Index Manager (as defined below)
agreed to
terminate its existing Index Management Agreement (the "Existing
Index Management Agreement") with the Fund and each Fund's
Existing Custodian (as defined below) agreed to terminate its
existing Custody Agreement (the "Existing Custody Agreement")
with the Fund, each subject to and effective upon the approval
and implementation of the New Management Agreement and the New
Index Management Agreement.
The annual fee payable by each Fund pursuant to the New
Management Agreement, the aggregate annual fees currently
payable by each Fund pursuant to the Existing Index Management
Agreement, Existing Administration Agreement and Existing
Custody Agreement
and the amount by which such fees payable by each Fund will be
reduced if the Proposals are approved, in each case expressed as
a percentage of average daily net assets, are as follows:
Existing Index Amount by
Management, which the
Administration Aggregate of
Proposed and Custody these Fees
Name of Fund Management Fee Fee will
Decrease
Dreyfus Edison
Electric Index
Fund, Inc. .245% .280% .035%
Dreyfus Stock
Index Fund .245% .330% .085%
Peoples Index
Fund, Inc. .295% .310% .015%
Peoples S&P
MidCap Index
Fund, Inc. .395% .440% .045%
If a Fund's stockholders do not approve the New
Management Agreement and New Index Management Agreement for the
Fund, the Fund's Board will take such action as it may deem to
be in the best interests of the Fund's stockholders.
EXISTING INDEX MANAGERS AND EXISTING INDEX MANAGEMENT AGREEMENTS
Wells Fargo Nikko Investment Advisors ("WFNIA"),
located at 45 Fremont Street, San Francisco, California,
currently serves as index fund manager to Edison Electric Index
Fund, Stock Index Fund and Peoples Index Fund pursuant to
separate Existing Index Management Agreements dated May 2, 1991,
April 4, 1990 and April 4, 1990, respectively. World Asset
Management ("WAM" and, together with WFNIA, an "Existing Index
Manager"), located at 480 Pierce Street, Birmingham, Michigan
48009, currently serves as index fund manager to Peoples MidCap
Index Fund pursuant to an Existing Index Management Agreement
dated January 1, 1995. The date on which each Existing Index
Management Agreement was last submitted to a vote of
stockholders, the rate of the annual fee (expressed as a
percentage of average daily net assets) payable by each Fund
pursuant to its Existing Index Management Agreement and the
amount of fees paid to the Existing Index Manager by the Fund
for its last fiscal year (December 31 for Stock Index Fund and
October 31 for each other Fund) were as follows:
Current
Rate of Amount Paid
Annual To Existing
Date Agreement Index Index Manager
Last Approved Management During Last
Name of Fund by Stockholders Fee Fiscal Year
Dreyfus Edison August 12, 1992 .10% $ 88,756
Electric Index
Fund, Inc.
Dreyfus Stock August 8, 1991 .15% $ 52,785*
Index Fund
Peoples Index August 8, 1991 .10% $244,066**
Fund, Inc.
Peoples S&P MidCap March 31, 1995 .10% $ -0- ***
Index Fund, Inc.
* $116,361 was payable. This amount was reduced by
$63,576 pursuant to an undertaking by the Existing
Index Manager.
** $274,298 was payable. This amount was reduced by
$30,232 pursuant to an undertaking by the Existing
Index Manager.
*** $72,970 was payable. This amount was waived in its
entirety pursuant to undertakings by the Existing
Index Manager and its predecessor.
In addition, Wells Fargo Institutional Trust Company,
N.A. ("WFITC"), an affiliate of WFNIA, currently serves as the
custodian of Edison Electric Index Fund, Stock Index Fund and
Peoples Index Fund. Comerica Bank (together with WFITC, the
"Existing Custodian"), an affiliate of WAM, currently serves as
the custodian of Peoples MidCap Index Fund. The amount of fees
paid by each Fund to its Existing Custodian for the Fund's last
fiscal year and the percentage of average daily net assets of
the Fund such amount represented were as follows:
Amount Paid As
Amount Paid To a Percentage of
Existing Custodian Average Daily
Name of Fund During Last Fiscal Year Net Assets
Dreyfus Edison
Electric Index $ 34,169 .04%
Fund, Inc.
Dreyfus Stock Index
Fund $ 22,284 .03%
Peoples Index
Fund, Inc. $ 38,774 .01%
Peoples S&P MidCap
Index Fund, Inc. $ 27,114 .04%
The Dreyfus Corporation
Dreyfus, located at 200 Park Avenue, New York, New York
10166, serves as each Fund's administrator under the Existing
Administration Agreement. Dreyfus is a wholly-owned subsidiary
of Mellon Bank, which is a wholly-owned subsidiary of Mellon.
As
of August 2, 1995, Dreyfus managed or administered approximately
$79 billion in assets for more than 1.8 million investor
accounts nationwide.
Mellon is a publicly owned multibank holding company
incorporated under Pennsylvania law in 1971 and registered under
the Federal Bank Holding Company Act of 1956, as amended.
Mellon provides a comprehensive range of financial products and
services in domestic and selected international markets. Mellon
is among
the twenty-five largest bank holding companies in the United
States based on total assets. Mellon's principal wholly-owned
subsidiaries are Mellon Bank, Mellon Bank (DE) National
Association, Mellon Bank (MD), The Boston Company, Inc., AFCO
Credit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries,
including Dreyfus, Mellon managed more than $200 billion in
assets as of June 30, 1995, including approximately $73 billion
in mutual fund assets. As of June 30, 1995, Mellon, through
various subsidiaries, provided non-investment services, such as
custodial or administration services, for more than $700 billion
in assets, including approximately $71 billion in mutual fund
assets.
The Chairman of the Board and Chief Executive Officer
of Dreyfus is Howard Stein. Other directors of Dreyfus are
Mandell L. Berman, real estate consultant and private investor,
Southfield, Michigan; Frank V. Cahouet, Chairman of the Board,
President and Chief Executive Officer of Mellon, Pittsburgh
Pennsylvania; Lawrence S. Kash, Vice Chairman-Distribution of
Dreyfus; Robert E. Riley, President and Chief Operating Officer
of Dreyfus; Stephen E. Canter, Vice Chairman and Chief
Investment
Officer of Dreyfus; Alvin E. Friedman, Senior Adviser to Dillon,
Read & Co., Inc., Investment Bankers, New York, New York;
Lawrence M. Greene, former Legal Consultant to Dreyfus; Julius
M. Smerling, former Vice Chairman of the Board of Directors of
Dreyfus; W. Keith Smith, Vice Chairman of Board of Directors of
Dreyfus; and Dr. David B. Truman, educational consultant and
past President of Mt. Holyoke College and the Russell Sage
Foundation, Hillsdale, New York.
Mellon Equity Associates
Mellon Equity Associates, located at 500 Grant Street,
Pittsburgh, Pennsylvania 15258, is a registered investment
adviser formed in 1987. As of June 30, 1995, Mellon Equity
Associates and its employees managed approximately $7 billion in
assets, including approximately $220 million in mutual fund
assets seeking to replicate a benchmark index.
The directors and executive officers of Mellon Equity
Associates are: Phillip R. Roberts, Chairman of the Board;
William P. Rydell, President and Chief Executive Officer; and W.
Keith Smith, director.
New Management Agreement
Under the New Management Agreement, Dreyfus will be
responsible for providing (i) the index management services
currently provided to each Fund pursuant to the Existing Index
Management Agreement and (ii) the administrative services
currently provided under the Existing Administration Agreement.
Dreyfus will have the right to engage other entities to assist
it in performing such services. Under the New Management
Agreement,
Dreyfus will pay for, or arrange for the payment of, the custody
services to be provided to each Fund by Boston Safe.
Under the terms of each New Management Agreement,
Dreyfus, subject to the supervision and approval of the Fund's
Board of Directors in accordance with Maryland law, will manage
the Fund's portfolio in accordance with its investment objective
and policies and provide continuous supervision of the Fund's
investment portfolio. In addition, Dreyfus will supply office
facilities (which may be in its own offices), data processing
services, clerical, accounting and bookkeeping services,
internal
auditing and legal services, internal executive and
administrative services, and stationery and office supplies;
prepare reports to the Fund's stockholders, tax returns, reports
to and filings with the Securities and Exchange Commission and
state Blue Sky authorities; calculate the net asset value of the
Fund's shares; and generally assist in all aspects of the Fund's
operations. Dreyfus will bear all expenses in connection with
the performance of its services under the New Management
Agreement.
As compensation for Dreyfus' services, each Fund has
agreed to pay Dreyfus a monthly fee at the annual rate
(expressed
as a percentage of average daily net assets) set forth below.
The fees payable to Dreyfus are not subject to reduction as the
value of the respective Fund's net assets increase, but may be
reduced pursuant to expense limitations in effect.
Name of Fund Annual Fee Payable Under New
Management Agreement
Dreyfus Edison
Electric Index
Fund, Inc. .245%
Dreyfus Stock
Index Fund .245%
Peoples Index
Fund, Inc. .295%
Peoples S&P
MidCap Index
Fund, Inc. .395%
All expenses incurred in the operation of a Fund are
borne by the Fund, except to the extent specifically assumed by
Dreyfus or Mellon Equity Associates, as index manager. Dreyfus
will pay for, or arrange for the payment of, the custody
services
to be provided to the Fund by Boston Safe. The expenses borne
by each Fund include: organizational costs, taxes, interest,
brokerage fees and commissions, if any, fees of Directors who
are
not officers, directors, employees or holders of 5% or more of
the outstanding voting securities of Dreyfus or Mellon Equity
Associates or any of their affiliates, Securities and Exchange
Commission fees, state Blue Sky qualification fees, transfer and
dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of maintaining
corporate existence, costs attributable to investor services
(including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of
stockholders'
reports and corporate meetings, and any extraordinary expenses.
Each New Management Agreement provides that if in any
fiscal year the aggregate expenses of the Fund (including fees
pursuant to the New Management Agreement, but excluding taxes,
brokerage, interest on borrowings and, with the prior written
consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Fund, the Fund may deduct
from
the fees to be paid to Dreyfus, or Dreyfus will bear, such
excess
expense to the extent required by state law. Such deduction or
payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
Each New Management Agreement will continue in effect
until May 14, 1997, and thereafter shall continue automatically
for successive annual periods ending on May 14th of each year,
provided such continuance is specifically approved at least
annually by (i) the Fund's Board of Directors or (ii) vote of a
majority (as defined in the Act) of the Fund's outstanding
voting
securities, provided that in either event the continuance also
is
approved by a majority of the Directors who are not "interested
persons" (as defined in the Act), by vote cast in person at a
meeting called for the purpose of voting on such approval. Each
New Management Agreement may be terminated without penalty, on
60 days' notice, by the Fund's Board of Directors or by vote of
the holders of a majority of the Fund's shares, or, upon not
less than 90 days' notice, by Dreyfus. Each New Management
Agreement
will terminate automatically in the event of its assignment (as
defined in the Act). A copy of the New Management Agreement in
the form being presented for approval, and as approved by the
Board of Directors, is set forth as Exhibit A to this Proxy
Statement.
New Index Management Agreement
Under the terms of the New Index Management Agreement,
Mellon Equity Associates, subject to the supervision and
approval
of Dreyfus and the Fund's Board of Directors, will provide
investment advisory assistance and the day-to-day management of
the assets, as well as investment research and statistical
information with respect to the assets.
As compensation for Mellon Equity Associates services
to the Fund under the New Index Management Agreement, Dreyfus
has
agreed to pay Mellon Equity Associates a fee at the annual rate
of .095 of 1% of the value of the Fund's average daily net
assets
for the preceding month. Each New Index Management Agreement
also provides that Mellon Equity Associates pay, out of its sub-
investment advisory fee or other sources available to it, for
custody services to be provided to the Fund by Boston Safe.
The New Index Management Agreement will continue until
May 14, 1997, and thereafter automatically for successive annual
periods ending on May 14th of each year, provided such
continuance is specifically approved at least annually by the
Board of Directors or by a majority (as defined in the Act) of
the outstanding voting securities of the Fund, and provided
that,
in either event, the continuance is also approved by a majority
of Directors who are not "interested persons" of any party to
the
New Index Management Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. The
New Index Management Agreement may be terminated without penalty
(i) by Dreyfus on 60 days' notice to Mellon Equity Associates,
(ii) by the Fund's Board of Directors or by vote of the holders
of a majority of the Fund's outstanding voting securities on 60
days' notice to Mellon Equity Associates, or (iii) by Mellon
Equity Associates on not less than 90 days' notice to the Fund
and Dreyfus. The New Index Management Agreement will terminate
automatically in the event of its assignment (as defined in the
Act) or upon the termination of the New Management Agreement for
any reason. A copy of the New Index Management Agreement, in
the
form being presented for approval, and as approved by the Board
of Directors, is set forth as Exhibit B to this Proxy Statement.
Board Considerations
Dreyfus caused the Funds to be organized because it
believed the Dreyfus Family of Funds would be able to offer
investors broader investment choices if one or more index funds
were included as investment alternatives. At that time, Dreyfus
did not have the ability to provide index management services to
investment companies. Mellon Equity Associates, which became an
affiliate of Dreyfus after Dreyfus' merger with a subsidiary of
Mellon Bank, has considerable expertise in the index management
business. As a result of the merger, Dreyfus now has the
ability
to provide index management services through the use of its
affiliate. Since each Fund is part of the Dreyfus Family of
Funds and is identified with the Dreyfus organization, each
Fund's Board believes that having Dreyfus and its affiliates--
which are capable of acting as described herein--serve in the
capacities described herein would be beneficial to Fund
stockholders.
Each Fund's Board considered Mellon Equity Associates'
expertise and determined that there would be no diminution in
the scope and quality of index management and other services
provided to the Fund by Mellon Equity Associates under the New
Index
Management Agreement and by Boston Safe under the New Custody
Agreement. In evaluating Mellon Equity Associates' ability to
provide index management services to the Funds, the Directors of
each Fund received and considered information concerning Mellon
Equity Associates' business organization, financial resources,
personnel and other matters.
The Board considered similar information with respect
to Boston Safe's provision of custody services. Each Fund's
Board found the annual fee to be charged the Fund for
management,
which also would pay for custody services, to be fair and
reasonable in light of the usual and customary charges made by
others for services of the same nature and quality. Each Fund's
Board also considered information which suggested that certain
efficiencies are available where a custodian is affiliated with
an entity providing index management services. The Board took
into account the fact that the services to be provided by
Dreyfus, Mellon Equity Associates and Boston Safe would be
provided at a lower contractual rate than the rate to which the
Funds are currently subject.
Vote Required and Directors' Recommendation
As to each Fund, approval of these proposals requires
the affirmative vote of (a) 67% of the voting securities present
at the meeting, if the holders of more than 50% of the Fund's
outstanding voting securities are present or represented by
proxy, or (b) more than 50% of the Fund's outstanding voting
securities, whichever is less.
EACH FUND'S BOARD, INCLUDING THE "NON-INTERESTED" BOARD MEMBERS,
RECOMMENDS THAT (a) STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE NEW MANAGEMENT AGREEMENT BETWEEN THE FUND AND
THE DREYFUS CORPORATION AND (b) STOCKHOLDERS VOTE
"FOR" APPROVAL OF THE NEW INDEX MANAGEMENT
AGREEMENT BETWEEN THE DREYFUS CORPORATION
MELLON EQUITY ASSOCIATES
ADDITIONAL INFORMATION
Premier Mutual Fund Services, Inc. (the "Distributor"),
with principal offices at One Exchange Place, Boston,
Massachusetts 02109, serves as each Fund's distributor. The
Distributor's ultimate parent company is Boston Institutional
Group, Inc.
The following table presents certain information for
each Fund regarding the beneficial ownership of its shares as of
August 15, 1995 by each officer and Director of the Fund owning
shares on such date. In each case, such amount constituted less
than 1% of each Fund's outstanding shares.
Name of
Beneficial Owner Number of Shares
[TO BE PROVIDED]
In connection with the merger of Dreyfus and a
subsidiary of Mellon Bank on August 24, 1994, 33,698 shares of
the Dreyfus' common stock held by Joseph S. DiMartino, a
Director
of each Fund and former President and Chief Operating Officer of
Dreyfus, under The Dreyfus Corporation Retirement Profit-Sharing
Plan (the "Profit-Sharing Plan") were converted into 29,660
shares of common stock of Mellon, having a market value of
$58.375 per share on such date. In addition, two outstanding
options separately granted in 1982 and 1989 to Mr. DiMartino to
purchase an aggregate of 200,000 shares of the Dreyfus' common
stock were converted into two options to purchase an aggregate
of
176,034 shares of Mellon common stock. In November 1994,
Mellon's common stock split in a 3 for 2 proportion, and all
shares of Mellon common stock held under the Profit-Sharing
Plan,
and all outstanding options, were adjusted accordingly. In
February 1995, Mr. DiMartino exercised his two outstanding
options. At that time, Mr. DiMartino sold a total of 309,264
shares of Mellon common stock in the secondary market at an
average price of $38.650 per share.
VOTING INFORMATION
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker
"non-vote" (that is, a proxy from a broker or
nominee indicating that such person has not received
instructions
from the beneficial owner or other person entitled to vote
shares
of a Fund on a particular matter with respect to which the
broker
or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares
represented thereby will be considered to be present at the
meeting for purposes of determining the existence of a quorum
for
the transaction of business. Under Maryland law, abstentions do
not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue.
In the event that a quorum is not present at a meeting,
or if a quorum is present but sufficient votes to approve the
Proposals are not received, the persons named as proxies may
propose one or more adjournments of the meeting to permit
further
solicitation of proxies. In determining whether to adjourn a
meeting, the following factors may be considered: the nature of
the Proposal, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any
further solicitation and the information to be provided to
stockholders with respect to the reasons for the solicitation.
Any adjournment will require the affirmative vote of a majority
of those shares affected by the adjournment that are represented
at the meeting in person or by proxy. A stockholder vote may be
taken for a Proposal in this Combined Proxy Statement prior to
any adjournment if sufficient votes have been received for
approval. If a quorum is present, the persons named as proxies
will vote those proxies which they are entitled to vote "FOR" a
Proposal in favor of such adjournment, and will vote those
proxies required to be voted "AGAINST" the Proposal against any
adjournment. A quorum is constituted with respect to a Fund by
the presence in person or by proxy of the holders of more than
one-third of the Fund's outstanding shares entitled to vote at
the meeting. If a proxy is properly executed and returned and
is
marked with an abstention, the Fund shares represented thereby
will be considered to be present at the meeting for the purpose
of determining the existence of a quorum for the transaction of
business, but will not be voted on any matter as to which the
abstention applies.
The Stock Index Fund is a funding vehicle for variable
annuity contracts and variable life insurance policies offered
by the separate accounts of life insurance companies
("Participating
Insurance Companies"). In accordance with current law, the
Stock
Index Fund anticipates that a Participating Insurance Company
issuing a variable annuity contract or variable life insurance
policy that participates in the Fund will request voting
instructions from policy holders and will vote shares in
proportion to the voting instructions received. For further
information on voting rights, see the prospectus for the
variable
annuity contract or variable life insurance policy for
information in respect of voting.
As of August 15, 1995, the following persons were known
by the relevant Fund to own 5% or more of the Fund's outstanding
voting securities:
Name Name and Address Number Percentage of
of Fund of Stockholder of Shares Shares Outstanding
[TO BE PROVIDED]
A stockholder who beneficially owns, directly or
indirectly, more than 25% of a Fund's voting securities may be
deemed a "control person" (as defined in the Act) of the Fund.
OTHER MATTERS
None of the Funds' Boards is aware of any other matters
which may come before the meeting. However, should any such
matters with respect to one or more Funds properly come before
the meeting, it is the intention of the persons named in the
accompanying form of proxy to vote the proxy in accordance with
their judgment on such matters.
Each Fund will bear its pro rata share (based on
aggregate assets) of the cost of soliciting proxies from
stockholders. In addition to the use of the mails, proxies may
be solicited personally, by telephone or by telegraph, and each
Fund may pay persons holding shares of a Fund in their names or
those of their nominees for their expenses in sending soliciting
materials to their principals.
Unless otherwise required under the Act, ordinarily it
will not be necessary for a Fund to hold annual meetings of
stockholders. As a result, a Fund's stockholders will not
consider each year the election of Board members or the
appointment of auditors. However, a Fund's Board will call a
meeting of its stockholders for the purpose of electing Board
members if, at any time, less than a majority of the Board
members then holding office have been elected by stockholders.
Under the Act, stockholders of record of not less than
two-thirds
of a Fund's outstanding shares may remove Board members of such
Fund through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose. Under each
Fund's By-Laws, the Board members are required to call a meeting
of stockholders for the purpose of voting upon the question of
removal of any such Board members when requested in writing to
do
so by the stockholders of record of not less than 10% of such
Fund's outstanding shares. Stockholders wishing to submit
proposals for inclusion in a Fund's proxy statement for a
subsequent stockholder meeting should send their written
submissions to the principal executive offices of the Fund at
200 Park Avenue, New York, New York 10166, Attention: General
Counsel.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the appropriate Fund, in care of
____________________, Attention: [NAME OF FUND], __________
______________________________, whether other persons are the
beneficial owners of the shares for which proxies are being
solicited, and if so, the number of copies of the proxy
statement
and other soliciting material you wish to receive in order to
supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE,
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH ENCLOSED PROXY
CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: September 1, 1995
EXHIBIT A
FORM OF
MANAGEMENT AGREEMENT
[NAME OF FUND]
200 Park Avenue
New York, New York 10166
__________, 1995
The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Dear Sirs:
The above-named investment company (the "Fund")
herewith confirms its agreement with you as follows:
The Fund desires to employ its capital by investing and
reinvesting the same in investments of the type and in
accordance
with the limitations specified in its charter documents and in
its Prospectus and Statement of Additional Information as from
time to time in effect, copies of which have been or will be
submitted to you, and in such manner and to such extent as from
time to time may be approved by the Fund's Board. The Fund
desires to employ you to act as its manager.
In this connection it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons
may be officers or employees who are employed by both you and
the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect. We have discussed and concur in your
employing
on this basis Mellon Equity Associates to act as the Fund's
index manager (the "Index Manager") to provide day-to-day
management of the Fund's investments.
Subject to the supervision and approval of the Fund's
Board, you will provide investment management of the Fund's
portfolio in accordance with the Fund's investment objective and
policies as stated in its Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will supervise the continuous program of
investment, evaluation and, if appropriate, sale and
reinvestment
of the Fund's assets conducted by the Index Manager. You will
furnish to the Fund such statistical information, with respect
to
the investments which the Fund may hold or contemplate
purchasing, as the Fund may reasonably request. The Fund wishes
to be informed of important developments materially affecting
its
portfolio and shall expect you, on your own initiative, to
furnish to the Fund from time to time such information as you
may believe appropriate for this purpose.
In addition, you will supply office facilities (which
may be in your own offices), data processing services, clerical,
accounting and bookkeeping services, internal auditing and legal
services, internal executive and administrative services, and
stationery and office supplies; prepare reports to the Fund's
stockholders, tax returns, reports to and filings with the
Securities and Exchange Commission and state Blue Sky
authorities; calculate the net asset value of the Fund's shares;
and generally assist in all aspects of the Fund's operations.
You shall have the right, at your expense, to engage other
entities to assist you in performing some or all of the
obligations set forth in this paragraph, provided each such
entity enters into an agreement with you in form and substance
reasonably satisfactory to the Fund. You agree to be liable for
the acts or omissions of each such entity to the same extent as
if you had acted or failed to act under the circumstances.
You shall exercise your best judgment in rendering the
services to be provided to the Fund hereunder and the Fund
agrees
as an inducement to your undertaking the same that neither you
nor the Index Manager shall be liable hereunder for any error of
judgment or mistake of law or for any loss suffered by the Fund,
provided that nothing herein shall be deemed to protect or
purport to protect you or the Index Manager against any
liability
to the Fund or to its security holders to which you would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of your duties hereunder,
or by reason of your reckless disregard of your obligations and
duties hereunder, or to which the Index Manager would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties under its Index
Management Agreement with you or by reason of its reckless
disregard of its obligations and duties under said Agreement.
In consideration of services rendered pursuant to this
Agreement, the Fund will pay you on the first business day of
each month a fee at the annual rate of .<F1> of 1% of the value
of the Fund's average daily net assets. Net asset value shall
be computed on such days and at such time or times as described
in the Fund's then-current Prospectus and Statement of
Additional
Information. The fee for the period from the date of hereof to
the end of the month hereof shall be pro-rated according to the
proportion which such period bears to the full monthly period,
and upon any termination of this Agreement before the end of any
month, the fee for such part of a month shall be pro-rated
according to the proportion which such period bears to the full
monthly period and shall be payable upon the date of termination
of this Agreement.
[FN]
<F1> Dreyfus Edison Electric Index Fund, Inc.--.245
Dreyfus Stock Index Fund -- .245
Peoples Index Fund, Inc. (to operate under the name Dreyfus
S&P 500 Index Fund) -- .295
Peoples S&P MidCap Index Fund, Inc. (to operate under the
name Dreyfus MidCap Index Fund) -- .395
For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement and will pay
all fees of the Index Manager in connection with its duties in
respect of the Fund. You will also pay for, or otherwise
arrange
for the payment of, the custody services to be provided to the
Fund by Boston Safe Deposit and Trust Company. All other
expenses to be incurred in the operation of the Fund (other than
those borne by the Index Manager) will be borne by the Fund,
except to the extent specifically assumed by you. The expenses
to be borne by the Fund include, without limitation, the
following: organizational costs, taxes, interest, loan
commitment fees, interest and distributions paid on securities
sold short, brokerage fees and commissions, if any, fees of
Board
members who are not officers, directors, employees or holders of
5% or more of the outstanding voting securities of you or any of
your affiliates, Securities and Exchange Commission fees and
state Blue Sky qualification fees, advisory fees, transfer and
dividend disbursing agents' fees, certain insurance premiums,
industry association fees, outside auditing and legal expenses,
costs of independent pricing services, costs of maintaining the
Fund's existence, costs attributable to investor services
(including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of
stockholders' reports and meetings, and any extraordinary
expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to this Agreement, but excluding
interest, taxes, brokerage and, with the prior written consent
of
the necessary state securities commissions, extraordinary
expenses) exceed the expense limitation of any state having
jurisdiction over the Fund, the Fund may deduct from the fees to
be paid hereunder, or you will bear, such excess expense to the
extent required by state law. Your obligation pursuant hereto
will be limited to the amount of your fees hereunder. Such
deduction or payment, if any, will be estimated daily, and
reconciled and effected or paid, as the case may be, on a
monthly basis.
The Fund understands that you and the Index Manager now
act, and that from time to time hereafter you or the Index
Manager may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts,
and
the Fund has no objection to your and the Index Manager's so
acting, provided that when the purchase or sale of securities of
the same issuer is suitable for the investment objectives of two
or more such companies or accounts which have available funds
for
investment, the available securities will be allocated in a
manner believed to be equitable to each company or account. It
is recognized that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size of the
position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder
will
not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
Neither you nor the Index Manager shall be liable for
any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the matters to which this Agree-
ment relates, except for a loss resulting from willful
misfeasance, bad faith or gross negligence on your part in the
performance of your duties or from reckless disregard by you of
your obligations and duties under this Agreement and, in the
case
of the Index Manager, for a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of
its
obligations and duties under its Index Management Agreement.
Any
person, even though also your officer, director, partner,
employee or agent, who may be or become an officer, Board
member,
employee or agent of the Fund, shall be deemed, when rendering
services to the Fund or acting on any business of the Fund, to
be rendering such services to or acting solely for the Fund and
not as your officer, director, partner, employee or agent or one
under your control or direction even though paid by you.
This Agreement shall continue until May 14, 1997, and
thereafter shall continue automatically for successive annual
periods ending on May 14th of each year, provided such
continuance is specifically approved at least annually by (i)
the
Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in said
Act)
of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty, on 60 days' notice, by
the Fund's Board or by vote of holders of a majority of the
Fund's shares or, upon not less than 90 days' notice, by you.
This Agreement also will terminate automatically in the event of
its assignment (as defined in said Act).
The Fund recognizes that from time to time your
directors, officers and employees may serve as directors,
trustees, partners, officers and employees of other
corporations,
business trusts, partnerships or other entities (including other
investment companies) and that such other entities may include
the name "Dreyfus" as part of their name, and that your
corporation or its affiliates may enter into investment advisory
or other agreements with such other entities. If you cease to
act as the Fund's investment adviser, the Fund agrees that, at
your request, the Fund will take all necessary action to change
the name of the Fund to a name not including "Dreyfus" in any
form or combination of words.
The Fund is agreeing to the provisions of this
Agreement that limit the Index Manager's liability and other
provisions relating to the Index Manager so as to induce the
Index Manager to enter into its Index Management Agreement with
you and to perform its obligations thereunder. The Index
Manager
is expressly made a third party beneficiary of this Agreement
with rights as respects the Fund to the same extent as if it had
been a party hereto.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
[NAME OF FUND]
By:___________________________
Accepted:
THE DREYFUS CORPORATION
By:_______________________________
<PAGE>
EXHIBIT B
FORM OF
INDEX MANAGEMENT AGREEMENT
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
____________, 1995
Mellon Equity Associates
500 Grant Street
Pittsburgh, Pennsylvania 15258
Dear Sirs:
As you are aware, [Name of Fund] (the "Fund") desires
to employ its capital by investing and reinvesting the same in
investments of the type and in accordance with the limitations
specified in its charter documents and in its Prospectus and
Statement of Additional Information as from time to time in
effect, copies of which have been or will be submitted to you,
and in such manner and to such extent as from time to time may
be
approved by the Fund's Board. The Fund employs The Dreyfus
Corporation ("Dreyfus") pursuant to a written agreement (the
"Management Agreement"), a copy of which has been furnished to
you. Dreyfus desires to employ you to act as the Fund's index
manager.
In this connection, it is understood that from time to
time you will employ or associate with yourself such person or
persons as you may believe to be particularly fitted to assist
you in the performance of this Agreement. Such person or
persons
may be officers or employees who are employed by both you and
the
Fund. The compensation of such person or persons shall be paid
by you and no obligation may be incurred on the Fund's behalf in
any such respect.
Subject to the supervision and approval of Dreyfus, you
will provide investment management of the Fund's portfolio in
accordance with the Fund's investment objective and policies as
stated in the Fund's Prospectus and Statement of Additional
Information as from time to time in effect. In connection
therewith, you will supervise the Fund's investments and, if
appropriate, the sale and reinvestment of the Fund's assets.
You
will furnish to Dreyfus or the Fund such statistical
information,
with respect to the investments which the Fund may hold or
contemplate purchasing, as Dreyfus or the Fund may reasonably
request. The Fund and Dreyfus wish to be informed of important
developments materially affecting the Fund's portfolio and shall
expect you, on your own initiative, to furnish to the Fund or
Dreyfus from time to time such information as you may believe
appropriate for this purpose.
You shall exercise your best judgment in rendering the
services to be provided hereunder, and Dreyfus agrees as an
inducement to your undertaking the same that you shall not be
liable hereunder for any error of judgment or mistake of law or
for any loss suffered by the Fund or Dreyfus, provided that
nothing herein shall be deemed to protect or purport to protect
you against any liability to Dreyfus, the Fund or the Fund's
security holders to which you would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
In consideration of the services rendered pursuant to
this Agreement, Dreyfus will pay you, on the first business day
of each month, out of the management fee it receives and only to
the extent thereof, a fee calculated daily and paid monthly at
the annual rate of .095 of 1% of the value of the Fund's average
daily net assets, for the preceding month.
Net asset value shall be computed on such days and at
such time or times as described in the Fund's then-current
Prospectus and Statement of Additional Information. The fee for
the period from the date hereof to the end of the month hereof
shall be pro-rated according to the proportion which such period
bears to the full monthly period, and upon any termination of
this Agreement before the end of any month, the fee for such
part
of a month shall be pro-rated according to the proportion which
such period bears to the full monthly period and shall be
payable
within 10 business days of date of termination of this
Agreement.
For the purpose of determining fees payable to you, the
value of the Fund's net assets shall be computed in the manner
specified in the Fund's charter documents for the computation of
the value of the Fund's net assets.
You will bear all expenses in connection with the
performance of your services under this Agreement. You also
will
pay, out of your fee to be received hereunder or from other
sources available to you, for the custody services to be
provided
to the Fund by Boston Safe Deposit and Trust Company. All other
expenses to be incurred in the operation of the Fund (other than
those borne by Dreyfus) will be borne by the Fund, except to the
extent specifically assumed by you. The expenses to be borne by
the Fund include, without limitation, the following:
organizational costs, taxes, interest, loan commitment fees,
interest and distributions paid on securities sold short,
brokerage fees and commissions, if any, fees of Board members
who
are not officers, directors, employees or holders of 5% or more
of the outstanding voting securities of you or Dreyfus or any
affiliate of you or Dreyfus, Securities and Exchange Commission
fees and state Blue Sky qualification fees, advisory fees,
transfer and dividend disbursing agents' fees, certain insurance
premiums, industry association fees, outside auditing and legal
expenses, costs of independent pricing services, costs of
maintaining the Fund's existence, costs attributable to investor
services (including, without limitation, telephone and personnel
expenses), costs of preparing and printing prospectuses and
statements of additional information for regulatory purposes and
for distribution to existing stockholders, costs of
stockholders' reports and meetings, and any extraordinary
expenses.
If in any fiscal year the aggregate expenses of the
Fund (including fees pursuant to the Fund's Management
Agreement,
but excluding interest, taxes, brokerage and, with the prior
written consent of the necessary state securities commissions,
extraordinary expenses) exceed the expense limitation of any
state having jurisdiction over the Fund, Dreyfus may deduct from
the fees to be paid hereunder, or you will bear such excess
expense on a pro-rata basis with Dreyfus, in the proportion
("Your Proportion") that the index management fee payable to you
pursuant to this Agreement bears to the fee payable to Dreyfus
pursuant to the Management Agreement, to the extent required by
state law. If Dreyfus fails to receive any portion of its fees
under the Management Agreement, for any reason other than
Dreyfus' voluntary waiver of such fees, your fee under this
Agreement shall be reduced by Your Proportion of the amount
which
Dreyfus shall not have received. If Dreyfus waives receipt of
any portion of its fees under the Management Agreement, your fee
under this Agreement shall be reduced by Your Proportion of the
amount which Dreyfus shall have waived, provided that in no
event
will any such waiver reduce the fee to be paid to you hereunder
below the annual rate of .055 of 1% of the value of the Fund's
average daily net assets during the period of such waiver.
Dreyfus agrees to notify you in advance of any such waiver.
Your
obligations pursuant to this paragraph will be limited to the
amount of your fees hereunder. Such deduction or payment, if
any, will be estimated daily, and reconciled and effected or
paid, as the case may be, on a monthly basis.
Dreyfus understands that you now act, and that from
time to time hereafter you may act, as investment adviser to one
or more other investment companies and fiduciary or other
managed
accounts, and Dreyfus has no objection to your so acting,
provided that when purchase or sale of securities of the same
issuer is suitable for the investment objectives of two or more
companies or accounts managed by you which have available funds
for investment, the available securities will be allocated in a
manner believed by you to be equitable to each company or
account. It is recognized that in some cases this procedure may
adversely affect the price paid or received by the Fund or the
size of the position obtainable for or disposed of by the Fund.
In addition, it is understood that the persons employed
by you to assist in the performance of your duties hereunder
will not devote their full time to such services and nothing
contained
herein shall be deemed to limit or restrict your right or the
right of any of your affiliates to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
You shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund or Dreyfus
in
connection with the matters to which this Agreement relates,
except for a loss resulting from willful misfeasance, bad faith
or gross negligence on your part in the performance of your
duties or from reckless disregard by you of your obligations and
duties under this Agreement. Any person, even though also your
officer, director, partner, employee or agent, who may be or
become an officer, Board member, employee or agent of the Fund,
shall be deemed, when rendering services to the Fund or acting
on
any business of the Fund, to be rendering such services to or
acting solely for the Fund and not as your officer, director,
partner, employee, or agent or one under your control or
direction even though paid by you.
This Agreement shall continue until May 14, 1997, and
thereafter shall continue automatically for successive annual
periods ending on May 14th of each year, provided such
continuance is specifically approved at least annually by (i)
the
Fund's Board or (ii) vote of a majority (as defined in the
Investment Company Act of 1940, as amended) of the Fund's
outstanding voting securities, provided that in either event its
continuance also is approved by a majority of the Fund's Board
members who are not "interested persons" (as defined in said
Act)
of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This
Agreement is terminable without penalty (i) by Dreyfus upon 60
days' notice to you, (ii) by the Fund's Board or by vote of the
holders of a majority of the Fund's shares upon 60 days' notice
to you, or (iii) by you upon not less than 90 days' notice to
the
Fund and Dreyfus. This Agreement also will terminate
automatically in the event of its assignment (as defined in said
Act). In addition, notwithstanding anything herein to the
contrary, if the Management Agreement terminates for any reason,
this Agreement shall terminate effective upon the date the
Management Agreement terminates.
If the foregoing is in accordance with your
understanding, will you kindly so indicate by signing and
returning to us the enclosed copy hereof.
Very truly yours,
THE DREYFUS CORPORATION
By:_________________________
Accepted:
MELLON EQUITY ASSOCIATES
By:__________________________
<PAGE>
PRELIMINARY COPY
[SAMPLE CARD]
[NAME OF FUND]
The undersigned stockholder of [NAME OF FUND] hereby
appoints Steven F. Newman and Matthew J. Bromberg and each of
them, the attorneys and proxies of the undersigned, with full
power of substitution, to vote, as indicated herein, all of the
shares of [NAME OF FUND] standing in the name of the undersigned
at the close of business on September 8, 1995 at a Special
Meeting of Stockholders to be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New
York,
at 10:00 a.m. on Friday, November 3, 1995, and at any and all
adjournments thereof, with all of the powers the undersigned
would possess if then and there personally present and
especially
(but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully
described in the Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. a. To approve a new Management Agreement
between the Fund and The Dreyfus Corporation.
/ / FOR / / AGAINST / / ABSTAIN
b. To approve a new Index Management Agreement
between The Dreyfus Corporation and Mellon Equity Associates.
/ / FOR / / AGAINST / / ABSTAIN
2. In their discretion, the proxies are authorized to
vote upon such other business as may properly come before the
meeting, or any adjournment(s) thereof.
<PAGE>
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED
FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or
names appearing on this proxy. If shares are
held jointly, each holder should sign. If
signing is by attorney, executor,
administrator, trustee or guardian, please
give full title.
Dated: , 1995
Signature(s)
Signature(s)
Sign, Date and Return the Proxy
Card Promptly Using the
Enclosed Envelope
